UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB

(Mark One)



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934



For the quarterly period ended September 30, 2005



[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE EXCHANGE ACT



For the transition period from ___________ to _____________



Commission file number 0-32047



HAMPTONS LUXURY HOMES, INC.



(Exact name of small business issuer as specified in its charter)



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Delaware                                        11-3320705
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                        Identification No.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Roy Dalene, President
PO Box 871
367 Butter Lane
Bridgehampton, New York 11932
(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(631) 537-1600
(Issuer's telephone number)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(Former name, former address and former fiscal year,
if changed since last report)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [  ]   No [ X ]

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 32,210,000 shares of Common Stock, as of October 28, 2005.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes [  ]   No [X ]


Transitional Small Business Disclosure Format (check one): Yes [   ]   No [ X ]
.





1









HAMPTONS LUXURY HOMES, INC.







|                                                                                             |            
|-------------------------------------------------------------------------------------------- | -----------
|                                                                                             | Page Number
|PART 1 - Financial Information                                                               |            
|                                                                                             |            
|Item 1 - Unaudited Consolidated Financial Statements:                                        |            
|                                                                                             |            
|Consolidated Balance Sheet as of September 30, 2005                                          | 3          
|                                                                                             |            
|Consolidated Statements of Operations for the Three Months Ended September 30, 2005 and 2004 | 4          
|                                                                                             |            
|Consolidated Statements of Operations for the Nine Months Ended September 30, 2005 and 2004  | 5          
|                                                                                             |            
|Consolidated Statements of Cash Flows for the Nine Months Ended September 30,  2005 and 2004 | 6          
|                                                                                             |            
|Notes to Unaudited Consolidated Financial Statements                                         | 7          
|                                                                                             |            
|Item 2. - Managements Discussion and Analysis or Plan of Operation                          | 10         
|                                                                                             |            
|Item 3.  Controls and Procedures                                                             | 22         
|                                                                                             |            
|PART II. - Other Information (Items 1-6)                                                     | 23         
|                                                                                             |            
|                                                                                             |            
|                                                                                             |            







































2





HAMPTONS LUXURY HOMES, INC.



Consolidated Balance Sheet

September 30, 2005

(unaudited)





|                                                         |            
|-------------------------------------------------------- | -----------
|ASSETS                                                   |            
|                                                         |            
|CURRENT ASSETS:                                          |            
|                                                         |            
|Cash                                                     | $    38,679
|Prepaid expenses                                         | 40,416     
|Total Current Assets                                     | 79,095     
|                                                         |            
|DEFERRED PROJECT COSTS                                   | 9,797      
|                                                         |            
|                                                         |            
|TOTAL ASSETS                                             | $    88,892
|                                                         |            
|                                                         |            
|LIABILITIES AND STOCKHOLDERS DEFICIT                    |            
|                                                         |            
|CURRENT LIABILITIES:                                     |            
|                                                         |            
|Advances from customer                                   | $    11,016
|Due to related party                                     | 106,509    
|Accrued expenses                                         | 36,000     
|Total Current Liabilities                                | 153,525    
|                                                         |            
|STOCKHOLDERS DEFICIT:                                   |            
|                                                         |            
|Common stock: $0.0001 par value; authorized: 200,000,000 |            
|shares; shares issued and outstanding: 32,210,000        | 3,221      
|Additional paid-in capital                               | 34,400     
|Deferred compensation                                    | (2,475)    
|Accumulated deficit                                      | (99,779)   
|                                                         |            
|Total Stockholders Deficit                              | (64,633)   
|                                                         |            
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT              | $    88,892



See notes to financial statements.



3





HAMPTONS LUXURY HOMES, INC.



Consolidated Statements of Operations

Three Months Ended September 30, 2005 and 2004

(unaudited)









|                                                     |            |  |           
|---------------------------------------------------- | ---------- |  | ----------
|                                                     | 2005       |  | 2004      
|                                                     |            |  |           
|Revenue                                              | $ 43,683   |  | $ 9,256   
|                                                     |            |  |           
|Operating expenses                                   | 31,544     |  | 2,505     
|                                                     |            |  |           
|Net income                                           | $ 12,139   |  | $ 6,751   
|                                                     |            |  |           
|Basic income per share                               | *          |  | *         
|Weighted average number of common shares outstanding | 32,210,000 |  | 32,210,000
|                                                     |            |  |           
|* Less than $.01 per share.                          |            |  |           
|See notes to financial statements.                  































4





HAMPTONS LUXURY HOMES, INC.



Consolidated Statements of Operations

Nine Months Ended September 30, 2005 and 2004

(unaudited)









|                                                     |            |  |           
|---------------------------------------------------- | ---------- |  | ----------
|                                                     | 2005       |  | 2004      
|                                                     |            |  |           
|Revenue                                              | $ 56,676   |  | $ 9,256   
|                                                     |            |  |           
|Operating expenses                                   | 142,376    |  | 8,624     
|                                                     |            |  |           
|Net income (loss)                                    | $ (85,700) |  | $ 632     
|                                                     |            |  |           
|Basic income (loss) per share                        | *          |  | *         
|Weighted average number of common shares outstanding | 32,210,000 |  | 32,210,000
|                                                     |            |  |           
|* Less than $.01 per share.                          |            |  |           
|                                                     |            |  |           
|See notes to financial statements.                  

































5





HAMPTONS LUXURY HOMES, INC.



Consolidated Statements of Cash Flows

Nine Months Ended September 30, 2005 and 2004

(unaudited)











|                                                                                        |            |  |         
|--------------------------------------------------------------------------------------- | ---------- |  | --------
|                                                                                        |            |  |         
|                                                                                        | 2005       |  | 2004    
|OPERATING ACTIVITIES:                                                                   |            |  |         
|Net income (loss)                                                                       | $ (85,700) |  | $ 632   
|Adjustment to reconcile net income (loss) to net cash
provided by operating activities: |            |  |         
|Amortization of deferred compensation and other items                                   | 7,425      |  | 7,425   
|Changes in assets and liabilities                                                       |            |  |         
|Increase in prepaid expenses                                                            | (40,416)   |  | -       
|Increase in accrued expenses                                                            | 31,000     |  | 2,007   
|Increase in deferred project costs                                                      | (466)      |  | (1,850) 
|                                                                                        |            |  |         
|Net Cash Provided by (Used in) Operating Activities                                     | (88,157)   |  | 8,214   
|                                                                                        |            |  |         
|FINANCING ACTIVITIES:
Advances from related party                                       | 106,509    |  | -       
|                                                                                        |            |  |         
|INCREASE IN CASH                                                                        | 18,352     |  | 8,214   
|                                                                                        |            |  |         
|CASH AT BEGINNING OF PERIOD                                                             | 20,327     |  | 3,188   
|CASH AT END OF PERIOD                                                                   | $ 38,679   |  | $ 11,402
|                                                                                        |            |  |         
|See notes to financial statements.                                                     

























6







HAMPTONS LUXURY HOMES, INC.





NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(Unaudited)





NOTE 1 -- ORGANIZATION AND BASIS OF PRESENTATION



The Company was incorporated as Southampton Partners, Inc. in the State of Delaware on May 15, 1996 with the initial purpose of engaging in computer software publishing and reselling, also known as "shareware." However, lack of funds prevented it from establishing business operations, and the Company became inactive until December 2003 at which time it entered into agreements to construct nine homes for an aggregate purchase price of $2,125,000. Construction of these homes is expected to start in the spring of 2006 and be completed in 2007 if the permit process is completed sufficiently in advance to permit the Company to meet this schedule of which there can be no assurances. Prior to starting construction, the customer needed to secure financing and numerous permits and approvals were required. As of September 2005, the customer had received a commitment for financing from a bank, and the permit process is underway. The Company received a cash payment of $11,016 (recorded as unearned income on the accompanying balance sheet) in December 2003 to cover upfront and planning costs of the project and will receive payments for work as performed



In December 2003, the Company paid $2,000 to become an independent dealer of The Barden & Robeson Corporation. Barden is a custom panelized manufacturer which supplies materials for the housing and light industrial industries. Barden makes products for framing and roofing, as well as interior trim and cabinetry products. We earned our first commissions relating to the sale of Barden products in August 2004. All revenue earned in 2004 and during the nine months ended September 30, 2005 was derived from the Barden Dealership.



In February 2005 the Company entered into agreements to supervise construction of homes. The homes are currently expected to be completed in the third quarter of 2006. In April 2005 the Company formed a wholly-owned subsidiary, DWD Construction Services, Inc. to perform construction supervision and advisory services to others. In July 2005, DWD entered into a one-year consulting agreement with a company that is in the development stages of constructing an automobile racing facility in upstate New York for which DWD received a ten percent equity interest in the client company. No value has been placed on the investment as of September 30, 2005. There are no assurances that profits relating to existing or future contracts will be realized.



In October 2003, the Company changed its name to Hamptons Luxury Homes, Inc.



7





The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10QSB and Item 310 of Regulation SB.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-KSB, as of December 31, 2004.



The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.



NOTE 2  RELATED PARTY TRANSACTIONS



The Company devoted a substantial portion of its resources during the three and nine month periods ended September 30, 2005 starting and completing the process to become current in its reporting under the Securities Exchange Act of 1934, engaging public relations, legal and financial advisors, and seeking assistance in obtaining investment funding. A substantial portion of the expenses incurred in this undertaking were paid by advances aggregating $106,509 through September 30, 2005 from an entity affiliated with the Companys President and Chief Financial Officer. The related entity is committed to continue providing the funds necessary to meet the Companys obligations at least through October 1, 2006. The advance is non-interest bearing and has no specified maturity date. The terms of these advances have not yet been formalized.



NOTE 3  PROPOSED FINANCING AND OTHER FINANCIAL ARRANGEMENTS



On April 29, 2005, the Company, together with another entity controlled by the Companys President and CFO, entered into an agreement with Chanin Capital L.L.C (Chanin) under which Chanin agreed to seek out possible investments funds in the form of: (i) common stock, convertible preferred stock, convertible debt securities, preferred stock, equity-linked securities, equity or equity-linked joint ventures or other equity or equity-linked arrangements, including, without limitation, debt securities (as distinguished from bank debt) with warrants; or (ii) secured or unsecured loans or lines of credit. Chanin is entitled to receive a fee ranging from 1% to 6% of amounts raised. Chanin received a fee of $50,000 concurrent with executing the Agreement which was paid from a portion of the proceeds of the Advances from a Related Party controlled by the Companys President and CFO described in Note 2. Such amount was charged to expense when paid. There are no assurances that any investment funds will be raised in connection with this Agreement.



8







In July 2005 the Company entered into a twelve month agreement with Sequoia Capital Advisors, LLC under which Sequoia agreed to facilitate the Companys communication of information about itself and its business to institutional investors and markets generally in consideration for the payment of a fee of $15,000 and the issuance of 350,000 shares of common stock. The estimated total value of this agreement was $50,000 and was recorded as a prepaid expense that is being amortized over 12 months. The liability at September 30, 2005 was $35,000 which will be satisfied by the issuance of shares.



The Company has agreed to issue 10,000 shares over the 12 month period ended July 2006 in consideration for public relations and marketing services.

































9





ITEM II



MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN

OF OPERATION



Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995



Information set forth herein contains "forward-looking statements" which can be identified by the use of forward-looking terminology such as "believes," "expects," "may, should" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The Company cautions readers that important factors may affect the Companys actual results and could cause such results to differ materially from forward-looking statements made by or on behalf of the Company.  These include the Companys lack of historically profitable operations, dependence on key personnel, the success of the Companys business, ability to manage anticipated growth and other factors identified in the Company's filings with the Securities and Exchange Commission, press releases and other public communications.



Operations



We were inactive for the five years prior to December 2003 with no revenues whatsoever.



In December 2003, we entered into signed contracts covering the construction of nine homes for a total price of $2,125,000 and subsequently entered into contracts to manage the construction of homes. We believe that the aggregate contracts in place at September 30, 2005 have the potential to generate positive earnings through the third quarter of 2006 if they are completed as planned without unexpected delays or problems. We cannot provide any assurances that the contracts will be completed as planned without problems or delays. As a company we have no experience in home construction and will engage an outside contractor to supervise the construction, which will take place in Southampton Township on Long Island. Construction of these homes is expected to start in the spring of 2006 and be completed in 2007 if all required permits are obtained sufficiently in advance to permit the Company to meet this schedule, of which there can be no assurances. Prior to starting construction, the customer needed to secure financing and numerous permits and approvals as required. As of May 2005, the customer had received a commitment for financing from Suffolk County National Bank and the permit process was underway. We received a cash payment of $11,016 in December 2003 to cover upfront and planning costs of the project and will receive payments for work as performed.





10





In December 2003, we hired a president and chief financial officer, both of whom have had significant experience in the construction industry and also are affiliated with the company that will be our primary subcontractor for building the homes covered by existing contracts.



In December 2003, we paid $2,000 to become an independent dealer of The Barden & Robeson Corporation. Barden is a custom panelized manufacturer, which supplies materials for the housing and light industrial industries. Barden makes products for framing and roofing, as well as interior trim and cabinetry products. We earned our first commissions relating to the sale of Barden products in August 2004. All of our revenue in 2004 and for the nine months ended September 30, 2005 relates to the Barden dealership.



In February 2005 the Company entered into agreements to supervise construction of homes. The homes are expected to be completed in 2006.



In April 2005 we formed a wholly-owned subsidiary, DWD Construction Services, Inc. to perform construction supervision and advisory services to others.



In July 2005, DWD entered into a one-year consulting agreement with a company that is in the development stages of constructing an automobile racing facility in upstate New York for which DWD received a ten percent equity interest in the client company. No value has been placed on the investment as of September 30, 2005. There are no assurances that profits relating to existing or future contracts will be realized..



We devoted substantially all of our resources during the three and nine month periods ended September 30, 2005 starting and completing the process to become current in our reporting under the Securities Exchange Act of 1934, engaging public relations, legal and financial advisors, and seeking assistance in obtaining investment funding. A substantial portion of the expenses incurred in this undertaking were paid by advances aggregating $106,509 at September 30, 2005 from an entity affiliated with our president and chief financial officer. The related entity is committed to continue providing the funds necessary to meet our obligations at least through October 1, 2006. The terms of these advances have not yet been formalized.



We are subject to the reporting requirements of the '34 Act.  As a result, we will incur ongoing expenses associated with the professional fees for accounting, legal and a host of other expenses, including annual reports and proxy statements. We estimate that these costs will range up to $75,000 per year for the next few years and will be higher if our business volume and activity increases. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling obligations, acquire land and compensate independent contractors, although there can be no assurances that we will be successful in any of those efforts.





11





Risk Factors



We are an early stage company with minimal operating history.





We have never generated significant revenues and have no significant assets. Therefore, we have insufficient operating history upon which an evaluation of our future performance and prospects can be made. Our future prospects must be considered in light of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business. An investor in our common stock must consider the risks and difficulties frequently encountered by early stage companies operating in new and competitive markets. These risks include:



?

competition from entities that are much more established and have greater financial and technical resources than do we;



?

need  to develop infrastructure;



?

ability to access and obtain capital when required; and



?

dependence upon key personnel.



We cannot be certain that our business strategy will be successful or that we will ever be able to commence revenue generating activities. Furthermore, we believe that it is possible that we will incur operating losses and negative cash flow for the foreseeable future.



We have no financial resources, and our auditors report states that there is substantial doubt about our ability to continue as a going concern.



We have no financial resources. Our auditors state in their opinion on our financial statements for the year ended December 31, 2004 included in our Annual Report on Form 10-KSB that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.



We have contracts to perform work in an area of business in which we have limited meaningful experience.



We have contracts to construct nine homes and perform management services for other construction projects. As a company, we have never been engaged in home building. Although our current management team has experience in the construction industry, we will be heavily reliant on subcontractors to complete much of the required work. We can give no assurances that the subcontractors will be successful in completing the work or that the required work will be performed in a profitable manner. If the work is not completed on time in a profitable manner, we lack the resources to correct material problems. If problems do arise that require the expenditure of additional funds, that requirement may require us to cease operations.



12





We cannot start construction projects unless all permits required by relevant government agencies are issued.



We have contracts to build homes to the area of Long Island known as the Hamptons. There are various governmental agencies that regulate residential construction in the Hamptons. These agencies perform lengthy studies and reviews prior to issuing permits and often do not issue permits for proposed projects as planned or submitted. There is no way to predict when or if all necessary permits for a residential construction project in the Hamptons will be issued. Construction cannot commence until the approvals are received.



We will need financing which may not be available.



We have not established a source of equity or debt financing. We will require financing to establish our business and implement our strategic plan if we are unable to generate significant revenue generating contracts. There can be no assurance that financing will be available or found. If we are unable to obtain financing, we may not be able to attain profitable operations.



If we are unable to obtain financing or if the financing we do obtain is insufficient to cover any operating losses that we may incur, we may substantially curtail or terminate our operations or be required to seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.



Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations.



We have no committed source of financing. Wherever possible, we will attempt to use noncash consideration to satisfy obligations. In many instances, we believe that the noncash consideration may consist of shares of our stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, and that dilution may be material.



Our board of directors is authorized to issue substantial additional shares of stock, which would dilute the ownership of stockholders.



We are authorized to issue up to 200,000,000 shares of common stock, par value $.0001 per share.  Our board of directors also has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares (167,790,000).  Any such issuance will dilute the percentage ownership of shareholders and may further dilute the book value of the common stock. Such issuances may also serve to enhance existing managements ability to maintain control of the Company.



13





We are heavily dependent on the services of Roy Dalene and Frank Dalene.



Our business strategy is completely dependent upon the knowledge and business contacts of Roy Dalene, our president, and Frank Dalene, our vice president and chief financial officer, each of whom assumed their positions with us in December 2003. If we were to lose the services of Roy and/or Frank Dalene, it is unlikely that we would be able to implement our business plan of constructing homes even if some financing is obtained.



We will need to engage and retain qualified employees and contractors to implement our strategy.



We will have to locate, engage and retain qualified and experienced professionals to undertake the work required under contracts obtained by us. If we are unable to attract experienced industry professionals, it is unlikely that we will be able to generate a material amount of revenue. No assurances can be given that we will be able to locate, engage or retain qualified industry professionals.



Substantially all of our construction contracts are with a limited number of customers.



We currently have contracts to build nine homes for an aggregate sales price of $2,125,000 and contracts to manage the construction of homes. We believe that the aggregate contracts in place at September 30, 2005 have the potential to generate positive earnings through the third quarter of 2006 if they are completed as planned without unexpected delays or problems. We cannot provide any assurances that the contracts will be completed as planned without problems or delays. If there are delays affecting any project, it will adversely affect a material portion of our existing business.



Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability.



Our articles of incorporation and applicable Delaware law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the Company. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's promise to repay us therefor if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup.





14





We have been advised that in the opinion of the SEC, this type of indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether  indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



The trading price of our common stock is likely to be subject to significant fluctuations



There can be no assurance as to the prices at which our common stock will trade, if any trading market develops at all.  Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which such stock trades may fluctuate significantly and may be lower or higher than the price that would otherwise be expected for a fully distributed issue.  Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including:

·

the depth and liquidity of the market for our common stock,

·

developments affecting the business of Hamptons Luxury Homes generally and the impact of those factors referred to below in particular,

·

investor perception of Hamptons Luxury Homes, and

·

general economic and market conditions.



No assurance can be given that an orderly trading market or any trading market will ever develop for our stock.



Our common stock has no prior public trading market or liquidity, and there can be no assurances that any trading market will develop.



Of the 32,210,000 outstanding shares of common stock held by present stockholders, 30,000,000 are restricted securities within the meaning of Rule 144 under the Securities Act of 1933, as amended. Of the restricted shares, 1,000,100 were issued in 1997 and the remainder was issued in December 2003.





15





As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the 1933 Act and as required under applicable state securities laws.  Rule 144 provides in essence that a person who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a companys outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale will not be available to our shareholders being that the OTCBB (if and when we are listed for trading) is not an automated quotation system and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB.  As a result of revisions to Rule 144 which became effective on or about April 29, 1997, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who is not an officer, director or control person of the Company) after the restricted securities have been held by the owner for a period of two years. In our case this 2 year (Rule 144K) holding period currently applies to 210,000 shares of our common stock and will apply to a further 2,000,000 shares on December 11, 2005. A sale under Rule 144 or under any other exemption from the 1933 Act, if available, or pursuant to subsequent registrations of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.



There has never been an established trading market for our common stock, and there is currently no public market whatsoever for our securities.  We will seek to have a market maker file an application with the NASD on our behalf to quote the shares of our common stock on the OTC Bulletin Board ("OTCBB") maintained by the NASD.  There can be no assurance as to whether such market makers application will be accepted or, if accepted, the prices at which our common stock will trade if a trading market develops, of which there can be no assurance. We are not permitted to file such application on our own behalf. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market.  Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.



In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions.  No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.



Because of the anticipated low price of our securities, many brokerage firms may not be willing to effect transactions in our securities.



16





Any market that develops in shares of our common stock will be subject to the penny stock restrictions



Until our shares of common stock qualify for inclusion in the NASDAQ system, if ever, the trading of our securities, if any, will be in the over-the-counter markets, which are commonly referred to as the "pink sheets" or on the OTCBB. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.



SEC Rule 15g-9 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.



In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.



The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:



·

the basis on which the broker or dealer made the suitability determination, and



·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.



Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.





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Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and whenour securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules for the foreseeable futureand our shareholders will, in all likelihood, find it difficult to sell their securities.



"Blue Sky" laws of the various states may further reduce the liquidity of our shares in any market that may develop.



Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in approximately 17 states which do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.



We intend to apply for listing in Mergent, Inc. which, once published, will provide the Company with manual exemptions in approximately 33 states as indicated in CCH Blue Sky Law Desk Reference at Section 6301 entitled Standard Manuals Exemptions.



Thirty-three states have what is commonly referred to as a "manual exemption" for secondary trading of securities such as those to be resold by selling stockholders under this registration statement. In these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. These states are: Alaska, Arizona, Arkansas, Colorado, Connecticut, District of Columbia, Florida, Hawaii, Idaho, Indiana, Iowa, Kansas, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, Nebraska, New Jersey, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Texas, Utah, Washington, West Virginia and Wyoming. Once we secure this listing, secondary trading can occur in these states without further action.



We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.





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There are significant potential conflicts of interest



Neither of our key personnel (two persons) is required to commit full time to our affairs and, according­ly, these individuals may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, our president or chief financial officer may become aware of business opportu­nities which may be appropriate for presenta­tion to us, as well as the other entities with which they are affiliated.  As such, there may have con­flicts of interest in determining to which entity a particular business opportunity should be presented.



In an effort to resolve such potential conflicts of interest the following oral agreements have been entered into with our president and chief financial officer:



·

any business opportunities that they may become aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other businesses with which they are affiliated) would be presented by them solely to us;



·

any business opportunities disclosed to them by the management of other businesses with which they are associated would not be presented by them to us, unless and until the other business passed upon and approved such referral: and



·

any business opportunities disclosed to them by us would not be presented by them to other businesses with which they are associated, unless and until passed upon and approved such referral.



In the event that the same business opportunity is presented to them by both us and one of the other businesses with which they are involved, they shall only render their services to the entity that first disclosed such business opportunity to them.



We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.





Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we will be required, beginning with our year ending December 31, 2007, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting as of the end of 2007. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007. We have not yet completed our assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of managements time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.



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We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.



For all of the foregoing reasons and others set forth herein, an investment in Hamptons Luxury Homes securities involves a high degree of risk.  Any person considering an investment in such securities should be aware of these and other risk factors in this Form 10-QSB.



Liquidity



The Company has no committed source of debt or equity capital.



On April 29, 2005, the Company, together with another entity controlled by the Companys President and CFO, entered into an agreement with Chanin Capital L.L.C (Chanin) under which Chanin agreed to seek out possible investment funds in the form of: (i) common stock, convertible preferred stock, convertible debt securities, preferred stock, equity-linked securities, equity or equity-linked joint ventures or other equity or equity-linked arrangements, including, without limitation, debt securities (as distinguished from bank debt) with warrants; or (ii) secured or unsecured loans or lines of credit. Chanin is entitled to receive a fee ranging from 1% to 6% of amounts raised. Chanin received a fee of $50,000 concurrent with executing the Agreement, which was paid by the other entity controlled by the Companys President and CFO. There are no assurances that any investment funds will be raised in connection with this Agreement.



During the nine months ended September 30, 2005 a Company controlled by our President and Chief Financial Officer paid expenses aggregating $106,509 on our behalf. The advance is non-interest bearing and has no specified maturity date.The related entity is committed to continue providing the funds necessary to meet the Companys obligations at least through October 1, 2006. The terms of these advances have not yet been formalized.





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New Accounting Pronouncements



In June 2003, the Securities and Exchange Commission (SEC) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404). Commencing with our annual report for the year ended December 31, 2007, we will be required to include a report of management on our internal control over financial reporting. The internal control report must include a statement



·

of managements responsibility for establishing and maintaining adequate internal control over our financial reporting;



·

of managements assessment of the effectiveness of our internal control over financial reporting as of year end;



·

of the framework used by management to evaluate the effectiveness of our internal control over financial reporting; and



·

that our independent accounting firm has issued an attestation report on managements assessment of our internal control over financial reporting, which report is also required to be filed.



In December 2004, the FASB issued FASB SFAS No. 123 (revised 2004), Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company on December 15, 2005. The Company has not yet assessed the impact on future operations of adopting this new standard.



Seasonality



Construction business in the Northeast portion of the United States is affected by the weather. Less work is done in winter months than is done throughout the remainder of the year.







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ITEM III.



CONTROLS AND PROCEDURES

As of the end of the period covered by this Quarterly Report on Form 10-QSB, an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures was carried out by the Company under the supervision and with the participation of the Companys Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures have been designed and are being operated in a manner that provides reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. There have been no changes in the Companys internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial report





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|                  |                                                 | 
|----------------- | ----------------------------------------------- | 
|PART II          
|                  |                                                 | 
|OTHER INFORMATION
|                  |                                                 | 
|Item 1            | Legal Proceedings                               | 
|                  |                                                 | 
|                  | None                                            | 
|                  |                                                 | 
|Item 2            | Changes in Securities and Uses of Proceeds     
|                  |                                                 | 
|                  | None                                            | 
|                  |                                                 | 
|Item 3            | Defaults Upon Senior Securities                
|                  |                                                 | 
|                  | None                                            | 
|                  |                                                 | 
|Item 4            | Submission of Matters to a Vote of Shareholders
|                  |                                                 | 
|                  | None                                            | 
|                  |                                                 | 
|Item 5            | Other Information                              
|                  |                                                 | 
|                  | None                                            | 
|                  |                                                 | 
|Item 6            | Exhibits                                       
|                  |                                                 | 
|                  |                                                





|               |                                                                                                                                                 
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                                     
|10.1           | Agreement dated April 29, 2005 with Chanin Capital, LLC (1)                                                                                     
|10.2           | Agreement dated July 18, 2005 with Sequoia Capital Advisors, LLC                                                                                
|31.1           | Section 302 Certification of Chief Executive Officer                                                                                            
|31.2           | Section 302 Certification of Chief Financial Officer                                                                                            
|32.1           | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  Chief Executive Officer
|32.2           | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002  Chief Financial Officer



(1) Filed as an exhibit to Registrant's Current Report on Form 10-QSB, dated June 30, 2005 and filed on September 16, 2005 and incorporated herein by reference.











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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Hamptons Luxury Homes, Inc.



(Registrant)







_/s/_Roy Dalene





By:

Roy Dalene



President







November 10, 2005





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